UNITED STATES 
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-KSB
(Mark One)
[ x ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
	For the fiscal year ended  December 31, 1996  

	OR

[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
	SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
	For the transition period from _______________ to ________________

	Commission file number     0-8609     

	          Future Petroleum Corporation     
	(Exact name of small business issuer as specified in charter)
         Utah               	    87-0239185      
(State or other jurisdiction of	(I.R.S. Employer           
incorporation or organization)	Identification No.)       

2351 West Northwest Highway, Suite 2130
            Dallas, Texas                     	     75220         
(Address of principal executive offices)	    	    	(Zip Code)           

(Registrants telephone number, including area code             (214)350-7602

Securities registered pursuant to section 12(b) of the Act:

		Title of Class			Name of each exchange on which registered
	                  None                    	                           None 

Securities registered pursuant to section 12(g) of the Act:

	           Common Stock, Par Value $0.01         
	(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-KSB or any 
amendment to this Form 10-KSB. [ ] 

Registrant's revenues for the most recent fiscal year:  $378,000 

The aggregate market value of the Company's voting stock held by 
nonaffiliates computed at the closing bid price in the over-the-counter
market as quoted on the National Association of Securities Dealers 
Electronic Bulletin Board system on April 14, 1997, was approximately 
$2,541,737.

As of April 14, 1997, the Company had outstanding 4,066,779 shares of its 
common stock, par value $0.01.
	DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the 
part of the form 10-KSB (e.g., part I, part II, etc.) into which the 
document is incorporated:  (1) any annual report to security holders; 
(2) any proxy or information statement; and (3) any prospectus filed 
pursuant to rule 424(b) or (c) under the Securities Act of 1933: 

<PAGE>

	PREFACE
							

Caution Respecting Forward-Looking Information

This annual report contains certain forward-looking statements and 
information relating to the Company that are based on the beliefs of the 
Company or management as well as assumptions made by and information 
currently available to the Company or management.  When used in this 
document, the words "anticipate, " "believe, " "estimate, " "expect," and 
"intend" and similar expressions, as they relate to the Company or its 
management, are intended to identify forward-looking statements.  Such 
statements reflec the current view of the Company respecting future events
and are subject to certain risks, uncertainties, and assumptions, including 
the risks and uncertainties noted.  Should one or more of these risks or 
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended.  In each instance, forward-looking 
information should be considered in light of the accompanying meaningful 
cautionary statements herein.

Certain Definitions

All defined terms under rule 4-10(a) of Regulation S-X promulgated by the 
Securities and Exchange commission shall have their statutorily prescribed 
meanings when used in this report.  In addition, the following terms have the
meaning set forth below when used herein.

"API" means American Petroleum Institute.
"Bpd" means barrels of oil per day.
"Bbl" means barrel of oil.
"Bcf" means billion cubic feet of natural gas.
"Development well" means a well drilled within the proved area of an oil or 
gas reservoir to the depth of a stratigraphic horizon know to be productive.
"Exploratory well" means a well drilled to find and produce oil or gas in an
unproved area, to find a new reservoir in a field previously found to be 
productive of oil or gas in another reservoir, or to extend a known reservoir.
"MBbl" means thousand barrels of oil.
"MMBbl" means million barrels of oil.
"MMBOE" means million barrels of oil equivalent.
"MMBO" means million barrels of oil.
"MCFG" means thousand cubic feet of natural gas.
"MMMCFG" means billions cubic feet of natural gas.
"COPAS" Council of Petroleum Accountants Societies.
"Proved reserves" means the estimated quantities of crude oil, natural gas 
and natural gas liquids which geological and engineering data demonstrate 
with reasonable certainty to be recoverable in future years from known 
reservoirs under existing economic and operating conditions, i.e, prices and
costs as of the date the estimate is made.  "Proved reserves" may be 
developed or undeveloped.
"PV-10 Value" means the estimated future net revenue to be generated from 
the production of proved reserves discounted to present value using an annual
discount rate of 10%.  These amounts are calculated net of estimated 
production costs and future development costs, using prices and costs in 
effect as of a certain date, without escalation and without giving effect to 
non-property related expenses such as general and administrative expenses, 
debt service, future income tax expense or depreciation, depletion
and amortization
<PAGE>


	TABLE OF CONTENTS




Item Number and Caption	Page

PART I
1.	Business.......................................................4


2.	Properties...................................................	10

3.	Legal Proceedings............................................	14


4.	Submission of Matters to Vote of Security Holders............	14

PART II

5.	Market for Registrant's Common Equity and Related 
Stockholder Matters.............................................	15

6.	Management's Discussion and Analysis of Financial Condition
	and Results of Operations......................................	16

7.	Financial Statements and Supplementary Data..................	17

8.	Changes in and Disagreements with Accountants on Accounting and 
	Financial Disclosure...........................................	17

PART III

9.	Directors and Executive Officers of the Registrant...........	18

10.	Executive Compensation......................................	20

11.	Security Ownership of Certain Beneficial Owners and 
Management......................................................	23

12.	Certain Relationships and Related Transactions..............	24

13.	Exhibits and Reports on Form 8-K............................	25

<PAGE>
							


	PART I
	


	ITEM 1. BUSINESS



THE COMPANY

Future Petroleum Corporation (the "Company") is engaged through its 
subsidiaries and subsidiary partnerships in the development of oil and 
natural gas properties located onshore primarily in Texas and Oklahoma.
The Company's principal business strategies include (i) maximizing the 
value of its existing high-quality, Long-Life reserves through efficient 
operating and marketing practices, (ii) conducting selective exploratory 
and development activities, principally in existing areas of operations, 
and (iii) marketing acquisitions of producing properties, with exploration 
and development potential in areas where the Company has operating 
experience and expertise.

As of December 31, 1996, the Company owned approximately 555 
million cubic feet of equivalent proved natural gas reserves.  
Substantially all of the Company's proved reserves are proved developed 
reserves.  Quantities stated as equivalent natural gas reserves are based on 
a factor of six thousand cubic feet ("MCF") of natural gas per barrel of oil. 
 See "Reserves."

Strategic Developments

In December 1995, the Company's subsidiary Future Petroleum Corporation, 
a Texas corporation ("Future-Texas"), contributed a substantial portion of its
oil and gas properties to Future Acquisition 1995, Ltd., a limited partnership 
in which Future-Texas is the general partner.  The partnership has two limited 
partners, which contributed cash to the partnership to be used in the 
acquisitionand development of oil and gas properties.  Revenues, costs and 
expenses are generally allocated 15% to the General Partner and 85% to the 
Limited Partners until the limited partners have recovered their investment
and a 20% return as defined in the agreement.  After that point, the General 
Partner is allocated 75% of revenues, costs and expenses.  Certain 
acquisition and developments costs are allocated 100% to the limited 
partners.  As operator of the properties the General Partner is entitled
 to receive COPAS overhead charges which will generate income to the 
General Partner in addition to the 15% of revenues reserved until the 20% 
rate of return has been generated to the Limited Partners, at which time the
General Partner will be allocated 75% of revenues.

PROPERTIES

Oil and Gas Holdings.  The Company's properties are located onshore 
principally in Texas and Oklahoma.  As of April 14, 1997, the Company 
owns interests in a total of 258 gross (94.84 net) producing wells, of which 
213 wells are operated by the Company.  As of that date, the Company had 
oil and gas rights in leases comprising 17,520 gross (4,721 net) acres.  
The average reserve life of these properties (based on the 1996 producing 
rate) is estimated to be 26 years as of December 31, 1996. 

The majority of the Company's proved reserves are concentrated in the 
Panhandle field of Texas.  The field is part of a reservoir that extends 
from southwest Kansas through the Oklahoma Panhandle and into the 
Texas Panhandle.  This field which produces oil and gas from depths 
of 3500 feet or less, is known for its stable Long-Life production profiles.
The Company's other properties are in the Permian Basin north Texas and 
in southern Oklahoma. 

Wichita County Regular Field. The Company owns and operates seventy 
(70)  wells in the Wichita Regular Field in Wichita County, Texas. The 
field is on the Bend Arch north of the Fort Worth basin. The pay zones
are the Gunsight sand, the Thomas sand and an unconsolidated 600' 
sand and is presently under waterflood. All of these sands are 
Pennsylvanian in age. The trap is a combination of statigraphy 
and structure. The Company is presently performing remedial 
recompletions, stimulations and improvements to the waterflood. 

Panhandle Field. The Company has an interest in and operates one 
hundred fifty eight (158) wells in the Panhandle of Texas. These wells 
are located in Gray, Carson, Hutchinson, Moore and Roberts Counties,
Texas. Most of the wells are located in the Panhandle Field. This field 
is on the Amarillo uplift West of the Anadarko Basin. All of the 
Company's wells produce from the Wolfcamp Brown Dolomite of 
Permian age and the Pennsylvanian granite wash. Production is 
primarily oil on the uplift with some gas. The Company's wells on the
Western edge of the Anadarko Basin flanking the uplift are located on 
anticlines along a structural ridge. These wells produce gas from the 
same pay zones found on the uplift in the big Panhandle Field. 

The Company markets its gas through plants in the Panhandle field.  
The high liquid content contained in Panhandle gas enables the Company 
to participate in two separate markets for its gas thereby allowing the 
Company to enhance the market value of the gas stream.

Azalea Field. The Company has an interest in seventeen (17) producing 
wells and one (1) commercial Salt Water Disposal well in the Azalea Field, 
located approximately eight (8) miles Southeast of Midland, Texas in 
Midland county. It is in the East central portion of the Midland geological 
Basin. It is near the edge of the Grayburg-San Andres shelf as it swings 
across the basin from the Central Basin Platform on the West to the 
Eastern shelf on the East. The field is an anticlinal dome caused by 
drape over of a carbonate bioherm. The leases are on or near the crest of the 
anticline. The potential pays are in the Grayburg, Permian age sands and 
carbonates and the San Andres, also Permian, Carbonates (dolomite and 
limestone). It is the intention of the Company and its partner to drill infill
wells to both pay zones and to start a waterflood in order to increase the 
recovery of oil. Potential increases in production and reserves will increase 
the Company's reserve base substantially. The Company has completed the 
drilling of two development wells.  The results of these wells indicate that 
up to 80% of the original oil in place still remains in the reservoir and that
a portion of the remaining oil in place can be recovered by a waterflood.  
Therefore, the Company is initiating Phase I of the implementation of  
the waterflood by drilling three (3) new producing wells and converting 
eight (8) of the existing wells into injectors.   

Caddo Field. The Caddo Field, located along the north edge of the Ardmore 
Basin, just south of the Arbuckle Mountains was discovered on July 14, 1939,
by The Pure Oil Company. It is located in, Township 3 South Range 1 East, 
Carter County, Oklahoma.  Production is from the Goddard sandstone, 
Sycamore limestone, Woodford shale, Hunton limestone, Viola limestone, 
and 2nd Bromide sandstone. It has produced 3.99 MMBO and 29.9 
MMMCFG.  Caddo Field is essentially a gas field with a thin oil ring 
around it. Structurally, the field is an anticlinal fold on a horst block. 
The Company has obtained oil and gas leases within the oil ring that 
surrounds the Caddo Field. One (1) well will initially be drilled to 
determine if additional wells on four (4) more locations are warranted.

Cumberland Field. The Cumberland Field is located in Township 5 
South Range 7-East in Bryan and Marshall Counties, Oklahoma.  
The field has a northwest-southeast orientation and is located on a 
structural high associated with the southwest fault block (horst) of a 
large northwest-southeast oriented horst and graben fault system. 
Cumberland field has produced over 73 MMBO and 
over 54 MMMCFG.  A substantial amount of remaining 
BBLS of oil should be producible using present day recovery methods 
and oil prices.  Increases in oil prices and improvements in recovery 
could double or triple this number.  Proven gas reserves remaining to be 
produced are estimated to be at least 30 MMMCFG.  The Arbuckle 
has never been completely tested.  It holds potentially great untapped 
reserves.  Cumberland field was discovered in 1940 by the Pure (Unocal) 
#100-1 Quintin Little.  Pays range from the Arbuckle Dolomites 
(Ordovician in age) up through the Simpson Sands, Viola and Hunton 
Limestones, Woodford Chert and Sycamore Siltstones (Pennsylvanian age).  
The Simpson Sands are the oil reservoirs.  They also hold a large share of the
gas as attic gas in their gas caps.  The Company has obtained oil and gas 
leases on the flanks of this field.  Major oil companies are conducting a 
extensive 3-D seismic study of this area with the idea of extending this 
field and further develop the remaining reserves.  The Company plans 
on participating in this further development.
<PAGE>

Marketing
Gas Sales. Current marketing arrangements generally provide the 
Company with the ability to sell its well deliverability from the Company's 
fields to major processing plants operated by KN Energy, GPM Gas 
Corporation and Midgard Energy.  All of the Company's gas is 
processed thereby allowing the Company to participate in the 
liquid rich (NGL's) sales from the tailgate of the plants as well 
as the residue gas which enhances the value of the full gas stream. 
The Company's gas is sold under contracts with unexpired terms up to 
five (5) years.  The Company has no fixed delivery commitments.

Oil Sales.  The Company's sales of crude oil and condensate are 
generally made at posted field prices, plus certain bonuses, which are
not subject to regulations.  Texaco Trading and Transportation, Total
Petroleum Corporation, Phillips Petroleum Corporation and Diamond 
Shamrock are the Company's main crude oil purchasers.

COMPETITION

The oil and gas industry is highly competitive.  Major oil and gas 
companies, independent concerns, drilling and production purchase 
programs and individual producers and operators are active bidders 
for desirable oil and gas properties, as well as the equipment and 
labor required to operate those properties.  Many competitors have 
financial resources substantially greater than those of the Company. 
Many competitors also have substantially larger staffs and facilities 
than those of the Company.  The availability of a ready market for the 
Company's oil and gas production depends in part on the cost and 
availability of alternative fuels, the level of consumer demand, the extent 
of other domestic production of oil and gas, the extent of importation of 
foreign oil and gas, the cost of and proximity to pipelines and other 
transportation facilities, regulations by state and federal authorities 
and the cost of complying with applicable environmental regulations. 	

Regulation

General.  Domestic development, production and transportation of oil and 
gas are extensively regulated at both the federal and state levels. 
Legislation affecting the oil and gas industry is under constant review for 
amendment, frequently increasing the regulatory burden on the industry.  
Also, numerous departments and agencies, both federal and state, have issued
rules and regulations binding on the oil and gas industry and its individual
members, compliance with which is often difficult and costly and some of 
which carry substantial penalties for noncompliance.  The following 
discussion of oil and gas industry regulation is summary in nature and is not
intended to cover all regulatory matters that could affect the Company.

State Regulation.  State statutes and regulations require permits for drilling
operations and construction of gathering lines, as well as drilling bonds and
reports concerning operations, often creating delays in drilling, completing 
new wells and connecting completed wells.  Texas and other states in which
the Company conducts operations also have statutes and regulations 
governing conservation matters, including regulation of the size of 
drilling and spacing or proration units, the density of wells that may be 
drilled and the unitization or pooling of oil and gas properties.  In 
addition, state conservation laws establish maximum rates of production 
from oil and gas wells, generally prohibit the venting or flaring of gas 
impose certain requirements on the ratability of production.  Many 
states including Texas, also have regulatory mechanisms that attempt 
to match monthly production to the market demand for oil and gas.  
Certain existing statutes or regulations set limits below the rates at 
which oil and gas is currently produced from wells in which the 
Company owns an interest or the prices received for its production.

<PAGE>
Federal Regulation.  Since the lifting of federal price controls in 1981, 
sales of crude oil, condensate and natural gas liquids can be made at 
uncontrolled market prices.  For many years, the sale and transportation 
of natural gas in interstate commerce have been subject to regulation 
under various federal laws, including the Natural Gas Act of 1938 ("NGA") 
and the Natural Gas Policy Act of 1978 ("NGPA"), both of which are 
administered by the Federal Energy Regulatory Commission ("FERC").  
The provisions of these acts and regulations are complex.  Under these 
acts, producers and marketers have historically been required to obtain 
from FERC certificates to make so called "first sales" and abandonment 
authority to discontinue those sales.  Additionally, first sales have been 
subject to price regulations.  However, as a result of the enactment of the 
NGPA and the Natural Gas Wellhead Decontrol Act of 1989, the remaining 
regulations imposed by the NGA and the NGPA on first sales were 
terminated on January 1, 1993.  Thus, sales of natural gas may currently 
be made at uncontrolled market prices.  FERC jurisdiction over 
transportation and sales other than first sales has not been affected.

Commencing in the mid-1980s, FERC promulgated several orders 
designed to enhance competition in natural gas markets by requiring 
that access to the interstate transportation facilities necessary to reach 
those markets be provided on an open nondiscriminatory basis.  FERC 
has also adopted regulations intended to make intrastate natural gas 
transportation accessible to gas buyers and sellers on an open 
nondiscriminatory basis through procedures under which intrastate 
pipelines may participate in certain interstate activities without becoming 
subject to FERC's full NGPA jurisdiction.  These orders have had a profound 
influence upon natural gas markets in the United States and, among other 
things, have fostered the development of a large short term or spot market 
for gas.  The most significant of these orders is Order 636.

FERC issued Order 636 in April 1992 to require further restructuring of 
the sales and transportation services provided by interstate pipelines that 
perform open access transportation.   The changes were intended to improve 
the competitive structure of the interstate natural gas pipeline industry and 
to create a regulatory framework that put gas sellers into more direct 
contractual relations with gas buyers.  Order 636 required individual pipeline
service restructuring proceedings designed to "unbundle" the services provided
by interstate pipelines so that producers and purchasers of natural gas may 
secure transportation and storage services from the most economical source, 
whether interstate pipelines or other parties.  These initiatives have 
substantially reduced or eliminated the interstate pipelines' traditional 
role as wholesalers of natural gas in favor of providing only natural gas 
storage and transportation services.

<PAGE>
Although Order 636 does not actually regulate gas producers, FERC has 
stated that Order 636 is intended to foster increased competition within all 
phases of the natural gas industry.  It is unclear what impact, if any, 
increased competition within the natural gas industry under Order 636 will 
have on the Company as a producer.  Furthermore, because the requirements of
Order 636 were only recently implemented through individual restructuring 
proceedings on a pipeline-by-pipeline basis, it is impossible to predict 
what effect, if any, Order 636 will have on the Company's gas marketing 
operations.

The increasing complexity of the energy regulatory environment has 
prompted many producers, including the Company, to rely on highly 
specialized experts for the conduct of gas marketing operations. The need 
for these specialized services is expected to continue. 

Energy Policy Act.  The Energy Policy Act of 1992 (the "Energy Act") was 
enacted to promote vehicle fuel efficiency and the development of renewable
energy sources such as hydroelectric, solar, wind and geothermal energy.  
Other provisions of the Energy Act include initiatives for reducing 
restrictions on certain natural gas imports and exports and for expanding and
deregulating natural gas markets.  While these provisions could have a 
positive impact on the Company's natural gas sales on a long term basis, any
positive impact could be offset by measures promoting the use of alternative
energy sources other than natural gas.  The impact of the Energy Act on the 
Company has not been material.

Environmental.  The Company's activities are subject to various federal, 
state and local laws and regulations designed to protect the environment.
The Company does not conduct activities offshore.  Operations on the 
Company's onshore properties may generally be liable for clean-up costs 
to the federal government for up to $50 million for each discharge of oil 
or hazardous substances under the Federal Clean Water Act, up to $350 
million for each oil discharge under the Oil Pollution Act of 1990 and for 
up to $50 million plus response costs for hazardous substance contamination 
under the Comprehensive Environmental Response, Compensation, and 
Liability Act of 1980 (Superfund).

MINERAL HOLDINGS

General. The Company has interests in a number of properties none of 
which is in production.  The Company is seeking arrangements with third 
parties to sublease, joint venture, or otherwise obtain third party financing 
for property holding costs and ongoing exploration, where warranted.

Summit and Coarse Gold Claims. Alaska Eldorado Gold Company, a 
Nevada corporation is a 100% subsidiary of the Company and holds title to 
25 placer claims covering 1,440 acres located northeast of Nome, Alaska, the 
Summit and Coarse Gold claims.  There is 5000 ounces of gold recoverable 
from the entire area of interest from about 450,000 yards of material.  The 
Company drilled approximately 1000 feet of test holes in the 1996 season and 
plans on drilling and trenching to further delineate gold reserves in the
1997 season.

Eldorado Canyon Properties. In March 1994, the Company sold the Eldorado 
Canyon properties, held by the Company and by Arizona Juno.

The Eldorado Canyon Properties consist of 241/2 patented, 10 unpatented, 
and 5 millsites forming two separate sites:  (1) the main grouping consists 
of 171/2 patented, 10 unpatented, and 5 millsites covering approximately 
710 acres; (2) 7 patented claims located in the Capital Camp area located 
3 miles southeasterly of the main group of claims.  All claims are in Clark
County, Nevada, within the Nelson or Eldorado Canyon Mining District, 
approximately 25 miles south of Boulder City.  Principal minerals produced 
by others in the mining district are gold and silver.

The properties are crossed by the gravel road from Nelson to Searchlight, 
Nevada.  Single-phase electric power is on the property, and the Company 
owns a water right to a well in Copper Canyon.

During the past 20 years, exploration has been done over most of the property.  
Significant mineralization was found in two places: (1) Copper Canyon, in 
which a body of copper mineralization was discovered, and (2) the Blackhawk 
and Wall Street claims on which a gold/silver mineral deposit was discovered.  
There is estimated to be blocked out surface accessible gold/silver 
mineralization estimated at one million tons of a grade 0.06 ounces 
gold and 0.6 ounces silver per ton.

In March 1994, the Company entered into an agreement to sell to Nevada 
Pacific Mining Company, Incorporated, Las Vegas, Nevada, an unaffiliated 
entity, the Eldorado Canyon property for a total of $740,000, payable $50,000 
in cash on signing the agreement, $100,000 on May 1, 1997,  and the balance 
due and payable on July 1, 1997.  The unpaid balance is secured by a deed of 
trust on the property.
<PAGE>

White Basin Gypsum Prospect. The White Basin Gypsum Prospect consists 
of 19 contiguous unpatented claims forming a 380 acre site and covering 
large, high-quality gypsum outcrops.  These beds of the Horse Springs 
formation are 60 to 120 feet thick estimated to contain over 30 million 
tons of 85 percent gypsum, including considerable tonnage of 95 percent plus.

The gypsum claims are approximately 40 air miles east of Las Vegas, 
Nevada, 4 miles from the paved North Shore Road between Henderson 
and Overton, Nevada.  Another road gives access to Interstate 15 at a 
point 30 miles northeast of Las Vegas, which is also on the main line 
of the Union Pacific Railroad.

Great Eastern/Key West Prospects. The Great Eastern Prospect now 
consists of 8 unpatented claims located approximately 20 road miles south 
of the town of Bunkerville, Clark County, Nevada.  The prospect contains 
deposits of copper, nickel and platinum on which several diamond drill 
holes were drilled by the U. S. Bureau of Mines during World War II.  
These claims adjoin the Key West patented group which contains a 
body of copper-nickel-platinum ore and was a producer of platinum at one time.

The Company formed an agreement with Nevada Nickel & Copper Company,
whose patented Key West group adjoins the Company's claims on the west, to
pool the properties and seek a lessee, with the two companies splitting the 
proceeds 50-50.

The Company currently has entered into an option agreement with 
Falconbridge Ltd., of Toronto Canada, to further explore this area 
and to sell the properties to Falconbridge.

South Utah Prospect. The South Utah Prospect consists of 37 patented 
claims, which are contiguous and form a single site containing 
approximately 720 acres located approximately 10 miles west of Milford, 
Utah.  The prospect contains copper and molybdenum mineralization.

On April 15, 1994, the Company completed a sale of the South Utah 
Prospect to Dotson for $200,000, $25,000 of which was paid on closing 
with $25,000 payable each calendar quarter beginning January 1, 1995. 
This property has been paid for in full.

Rights to Unpatented Mining Claims.  Various federal and state laws 
impose requirements designed to reduce the impact of exploration and 
other field activities on the environment and to require the restoration 
of the surface following such activities.  Such regulations may restrict 
access to certain areas, preclude significant surface disturbances without 
first obtaining rights in the property or without first filing a proposed plan 
of operations with the United States Bureau of Land Management or similar 
application with the state or other authority if it has jurisdiction of the 
area, and first obtaining all required consents.  There is no assurance that
any requisite approvals can be obtained, that the Company's proposed plans may
not have to be modified in order to obtain the required approvals, or that 
delays will not be encountered.

Unpatented mining claims, when properly located, staked, and posted according 
to regulation, give the claimant possessory rights only.  Possessory title to
an unpatented mining claim, when validly initiated endures unless lost through 
abandonment due to failure to perform and file proof of annual assessment 
work or through a forfeiture, which results from an examination of the public 
record.  The continuing validity of these claims is subject to many 
contingencies, including the availability of land  for location at the time 
the location was made, the making of valid mineral discoveries within the 
boundary of each claim, compliance with federal and state regulations for 
locating claims, the performance of annual assessment work, and the making 
of required annual filings with the Bureau of Land Management and the 
appropriate state authority in which the claims are located.  Failure to 
perform annual assessment work subjects the claimant to forfeiture of rights
through valid subsequent locations by others or through cancellation by the 
government agency involved.

<PAGE>

The Company believes that it has valid possessory title to all of the 
unpatented federal mining claims described herein although it has not 
completed an in-depth title examination of any of its properties.

A 1993 statutory change authorized the promulgation of regulations requiring 
annual assessment work on unpatented mining claims and established a 
mandatory annual rental fee of $100 per claim for fiscal years 1994 and 
1995 for each mining claim and site in lieu of the current annual 
assessment work requirement.  Failure to pay the required rental 
fee by the statutory deadline constitutes a statutory abandonment of 
the mining claim or site.

Congress is currently considering various amendments to the 1872 
General Mining Law respecting unpatented mining claims that would 
impose a royalty on production from such claims and contain other 
limitations or requirements that, if enacted and applicable to the 
Company's unpatented mining claims, would have a material 
adverse impact on the Company.

The foregoing changes in the laws and regulations affecting 
mining claims were a major factor in the Company's previous 
decision to seek diversification through the reorganization with 
the Company.

GENERAL HISTORY

Future Petroleum Corporation (the "Company") is engaged through 
its subsidiaries and subsidiary partnerships in the development of oil 
and natural gas properties located onshore primarily in Texas and 
Oklahoma.  The Company's strategy has historically been focused on 
development drilling and exploration activities in or near established 
production areas.  The Company intends to continue its emphasis on 
development drilling and to augment this strategy with the acquisition 
of producing oil and gas reserves.

Prior to 1994, the Company, formally known as Intermountain Exploration 
Company, was engaged solely in minerals exploration, holding non-
producing mineral properties in the western United States.  In view of 
adverse economic conditions experienced by small exploration firms 
whose properties consist principally of unpatented mining claims, in
1992 the Company made a strategic decision to reduce its minerals 
activity and to seek diversification.  This decision was driven in large 
measure by recent legislation that imposed substantial annual cash 
rental fees on unpatented mining claims, thereby increasing the carrying 
costs of the Company's properties as it continued with minimal 
exploration while it sought joint venture, leases, or other arrangements 
with third parties in which they would provide major exploration funding.

As a result of management's decision, in 1993 the Company acquired all 
of the issued and outstanding common stock of a Texas corporation, in 
consideration of the issuance of approximately 2,713,000 shares of 
common stock of the Company, which represented approximately 85% 
of the number of shares of the Company's issued and outstanding 
common stock after the transaction.  Subsequently, the Company 
was renamed Future Petroleum Corporation.

<PAGE>





EMPLOYEES

The Company has four employees, including two executive officers 
and a director, all of whom are associated with the Company's oil 
and gas activities.  Of the four employees, two are salaried 
management personnel, and two are field personnel.  The 
Company also contracts with two independent contractors for 
engineering, land research and field work.


	ITEM 2. PROPERTIES

OIL AND GAS PROPERTIES

The Company's significant oil and gas properties are located in 
Gray, Carson, Hutchinson, Roberts, Midland, Moore and Wichita 
Counties in Texas, and Bryan, Logan, Marshall, and Carter 
Counties in Oklahoma.  Generally, production is from depths 
of less than 4,500 feet.  For additional information about these 
properties, see financial statements.

In the oil and gas industry and as used herein, the word "gross" well 
or acre is a well or acre in which a working interest is owned; the 
number of gross wells is the total number of wells in which a working 
interest is owned.  A "net" well or acre is deemed to exist when the sum 
of fractional ownership working interests in gross wells or gross acres 
equals one.  The number of net wells or acres is the sum of the 
fractional working interests owned in gross wells or gross acres.

Well and Acreage

Shown below are tabulations of the productive wells and estimates of the 
Company's net interest in total proved reserves of crude oil and condensate 
and natural gas as of December 31, 1996, based on information prepared by
an independent petroleum engineer.  All wells are located in the United 
States.  
					       Productive Wells          
					    Gross   	      Net      
				
				Gas	      3		        1			      
				Oil	     214         65     				
				Totals	  217         66     	

					       	RESERVES 
                                    					Oil			Gas	 
                                 					(BBLS)			(MCF)
Balance, Jan. 1, 1994		            	 23,000			1,495,000
Purchase of minerals in place		       --  		    (70,000)
Revisions of estimates			           (10,000)	  (155,000)
Production                     				  (3,000)	  (100,000) 
Balance, Jan. 1, 1995		            	 10,000			1,170,000
Purchase of minerals in place		      86,000     573,000
Revisions of estimates		           	 31,000 	   (89,000) 
Conveyance of minerals in place
	to limited partnership		           (11,000)	  (350,000)
Production				                       (3,000)	   (84,000) 
Balance, Dec. 31, 1995	           		113,000	 	1,220,000
Purchase of minerals in place 		      5,000		     --
Abandonment of minerals		            (3,000)	  (181,000)
Revisions of previous estimates		   (56,000)  	(767,000)   
Production				                       (7,000)		  (29,000)                
Balance, Dec. 31, 1996			            52,000	 	  243,000              

<PAGE>
	The following table sets forth developed and undeveloped acreage 
owned by the Company as of December 31, 1996.

		  Developed Acreage  	  Undeveloped Acreage  	                   Total 
       Gross   	  Net  	     Gross  	   Net     	    Gross           Net 
Texas	  	5,562.44	2,768.52     8,828	1,406.17        14,390.44	      4,174.69
Oklahoma	1,040		    378.62     2,090  168		           3,130	           546.62
	Totals	 6,602.44	3,147.14    10,918	1,574.17        17,520.44       4,721.31


	Production

The following table summarized the net production owned by the 
Company and produced to its interest, less production and royalties 
due others, for all properties in which the Company had an interest 
during the periods indicated. The net production to the Company 
declined during 1996, as a result of the transfer of producing 
properties to Future Acquisition 1995, Ltd,. (See "ITEM 1. BUSINESS.")

				Year Ended December 31,								     		1996		       1995		     1994      

Average net daily production								
                       	Gas (mcf) 		      79    		      230	 	    275
                       	Oil (bbls)		      19   		         8		       8
	

Average sales price
                       	Gas ($ per mcf)		$  2.82     	$  1.59		   $ 1.33
                       	Oil ($ per bbl)		$21.32 		    $16.63		    $15.59
	
The average production cost per mcf of gas and oil equivalent, 
which includes lifting costs (electricity, fuel, water, disposal, repairs, 
maintenance, pumper, transportation, and similar items), and 
production taxes, were $2.63 for 1996, $1.48 for 1995, and $1.15 for 1994.  
To facilitate comparisons, units of production are expressed in common 
units, with oil converted to a common unit of gas production on the basis 
of one barrel of oil for six mcf of gas.

The Company sells gas on a contract basis to one of several purchasers in 
each of the areas in which it has productive gas wells.  The Company sells 
oil at posted field prices to one of several purchasers in each of the areas in 
which it has productive oil wells.

Drilling Activities
The wells drilled by the Company during the periods indicated are 
summarized in the following table.
				Year Ended December 31,			
		                   1996        	  1995		                 1994		
Geographic Area    Gross	 Net	    Gross	 Net	         Gross    Net  

Development
  Gas (mcf)	       1      .15	     --	   --	          1       0.05
  Oil (bbls)	      2	     .14	     --	   --	          1       0.12
  Non-productive	 -- 		    --	     --   	--          	--	     --
                	________	________________________________________
Totals		          3	      .29	     --		  --           2       0.27 		
<PAGE>
		
Exploratory
  Gas		          --	      --	     --	    --         	--      	--
  Oil	          	--	      --	     --	    --	         --	      --
  Non-productive	--      	--	     --	    -- 	        --       --
               		_______________________________________________
Totals	         	--	      --	     --	    --	         --	      --		

	
Mineral Properties

(See ITEM I of this 10KSB for a description of the Company's properties.)


Executive Offices

The Company's principal executive offices, consisting of approximately 
2,700 square feet of office space located at 2351 West Northwest Highway,
Suite 2130, Dallas, Texas  75220, are rented from an unrelated party at a 
Current rate of $2,006.44 per month, under a lease expiring December, 31, 1998.

The Company also maintains a field operations office at Pampa, Texas.

<PAGE>


ITEM 3. LEGAL PROCEEDINGS

Neither the Company nor any of its property is subject to any 
material pending legal proceeding. 



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 


No matters were submitted to a vote of the shareholders during the 
fourth quarter of 1996.


<PAGE>
	PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS



The Company's Common Stock is traded in the over-the-counter market 
and is quoted on the OTC Electronic Bulletin Board of the National 
Association of Securities Dealers, Inc., under the symbol "FUPT".  
The following table sets forth the high and low bid quotations for the 
Company's Common Stock as reported on NASDAQ for the periods 
indicated, based on interdealer bid quotations, without markup, markdown, 
commissions or adjustments (which may not reflect actual transactions).  
The Company's Common Stock has traded on a very limited basis during 
the preceding two years.  In March 1994, the issued and outstanding 
common stock of the Company was reverse split 6 to 1.  All quotations 
have been adjusted retroactive to give effect to this reverse split.

						Bid Quotation	
                                    				High		           Low	
1995
Quarter ended March 31		              	$0.25		          $0.125
Quarter ended June 30			               $0.1875		        $0.125
Quarter ended September 30		           $0.1875		        $0.125
Quarter ended December 31		            $0.1875		        $0.125

1996
Quarter ended March 31		              	$0.1875		        $0.125
Quarter ended June 30			               $0.25		          $0.1875
Quarter ended September 30		           $0.25		          $0.1875
Quarter ended December 31		            $0.1875		        $0.15625


As of April 14, 1997, immediately prior to the date of this report, 
the Company's Stock was quoted on the OTC Electronic Bulletin 
Board at a closing bid of $0.625.

On April 14, 1997, the Company had approximately 855 shareholders.

<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATION

General

Prior to August 1993, the Company was engaged primarily in the 
business of mining for gold, silver, lead, zinc and gypsum and held 
several mining properties.  In August 1993, the Company acquired 
all of the issued and outstanding stock of Future Petroleum Corporation 
("Future"), which was engaged in the acquisition and production of oil 
and gas reserves.  Management of the Company has determined to 
dispose of most of its mining properties and concentrate on the oil and 
gas business previously conducted by Future.  The historical financial 
statements are those of Future combined with Intermountain beginning 
in August 1993.

Liquidity and Capital Resources

	General

The Company had consolidated net income of $119,000, and $58,000, 
for the years ended December 31, 1996 and 1995, respectively.  
At December 31, 1996, the Company had  working capital of $112,000, 
which was a $86,000 increase from the $26,000 working capital that the 
Company had as of December 31, 1995.  This increase in working capital 
was due primarily to the increase of oil and gas prices and to the decrease 
in the current portion of long term debt. 

The Company requires capital to continue with its acquisition of producing 
oil and gas properties and drilling prospects as well as to complete drilling 
on existing properties and to earn an interest in prospects developed by 
others under standard industry farmout arrangements.  The Company has 
established a financial relationship through the limited partnership it has 
formed through its subsidiary Future-Texas.  The Company believes that 
through the limited partnership it now has the ability to acquire producing 
oil and gas properties as well as fund development drilling and uphole 
recompletions as required. 

The Company anticipates completing a drilling prospect and/or other 
explorations during the next  12 months as well as acquiring additional 
producing oil and gas properties.  The Company believes that these projects 
will be funded through the limited partnership it has formed through its 
subsidiary Future-Texas.  

Operating activities of the Company during 1996 provided net cash of $168,000.  
Investing activities in 1996 provided net cash of $105,000, primarily due from 
the collections of notes receivable.  Financing activities in 1996 used net 
cash of $159,000 primarily due to the repayment of notes payable.

Operating activities of the Company during 1995 provided net cash of $3,000.  
Such cash, was primarily related to oil and gas operations.  The Company 
paid $200,000 for the purchase of property and equipment during 1995, 
which was offset by proceeds from the sale of mining properties and 
property and equipment during the year in the amount of $185,000, 
resulting in net cash used by investing activities of $23,000.

<PAGE>	


Results of Operations

	1996 and 1995

Total revenues in 1996 increased to $378,000 from $253,000 in 1995, primarily 
due to increased prices and new wells drilled in 1996. Production costs 
increased slightly due to workovers performed.  General and administrative 
expenses declined to $120,000 from $139,000 in 1995.  Net income in 
1996 increased to $119,000 from $58,000 in 1995, primarily due to an 
increase in gains on sales of mining properties and to a increase in 
revenues referred to above.

	1995 and 1994

Total revenues in 1995 declined to $253,000 from $284,000 in 1994, 
primarily due to the reduction in prices received for the products being 
sold as well as the sale of properties.  Production costs increased slightly.  
General and administrative expenses declined to $139,000 from $188,000 
in 1994.  Net income in 1995 increased to $58,000 from $24,000 in 1994, 
primarily due to an increase in gains on sales of mining properties and to 
interest income earned of $46,000 on notes receivable on the sales of those 
properties.

Inflation

The Company's activities have not been, and in the near term are not expected 
to be, materially affected by inflation or changing prices in general.  The 
Company's oil exploration and production activities are generally affected 
by prevailing prices for oil, however.  (See ITEM 1. BUSINESS.")


<PAGE>
    
	ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The table of contents of the financial statements and supplementary data 
included in this report is contained in "ITEM 14. EXHIBITS REPORTS 
ON FORM 8-K".


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
	


There are no changes or disagreements with accountants on accounting 
and financial disclosure.

	
	PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT




Executive Officers and Directors

The following table sets forth the name, age and position of each 
executive officer and director of the Company.

Name		              Age		  	Position		                         Term Expires
B. Carl Price		     38		    President, Director and Treasurer	    1997
Don Wm. Reynolds	   69		    Chairman of the Board, Director	      1997
Robert Price		      67		    Vice-President, Director		            1999
D. William Reynolds,
Jr.                	35		    Director				                          1999
Christine Sirera		  27		    Secretary			                          1999
Charles D. Laudeman	33     	Director			                          	1998

The articles of incorporation of the Company provide that the 
board of directors shall be divided into three classes of approximately 
equal size, with the directors in each class elected for a three year term.  
Officers serve at the pleasure of the board of directors.  Biographical 
information for each of the executive officers and directors is presented below:
	
B. Carl Price

B. Carl Price is the president, chief executive officer, director and largest 
shareholder of the Company.  He attended Oklahoma State University where 
he majored in business.  Mr. Price has been a landman since the mid 1980's 
where he gained much experience by initiating, managing, acquiring and 
operating oil and gas ventures and properties, which he did with much success.  
The company was established shortly after the oil and gas business had reached 
its peak in the late 1970's and early 1980's.  Since the Company was 
established, Future has acquired several producing properties, drilled 
numerous wells, including directional wells, and has consummated many 
exploratory and development properties.  His management skills have enabled 
him to assemble a team of qualified Board of Directors each with varied 
business, management, and political experience.  Together with teamwork, 
confidence, and knowledge, Mr. Price is determined to continue the rapid 
growth of Future Petroleum Corporation. 

Don Wm. Reynolds

Don Wm. Reynolds, Chairman of the Board of Directors, graduated from 
Ohio State University in 1952 with a degree in Geology.  After several short 
stints with Rowan Drilling Company and Geochemical Engineering Company, 
he joined Union Oil Company of California in 1953 as a geologist.  He retired 
from Unocal in 1992 after almost 40 years.  He served in various staff and 
management positions in West Texas, New Mexico, Alaska, California and 
the mid-continent.  Mr. Reynolds assembled the second largest block of stock 
in Future Petroleum Corporation in the fall of 1992.  He joined the Board of 
Directors as Chairman in 1993.  Mr. Reynolds has been active in his profession 
and has served on many local and national committees and held office in 
geological societies in West Texas and California.  He has been recognized for 
his efforts and can be found listed in various editions of Who's Who in the 
business world.

Robert Price

Robert Price is vice-president of Future Petroleum and a member of the Board 
of Directors.  He received a Bachelor's Degree from Oklahoma State University.  
Mr. Price owns and operates a working farm and cattle ranch in the Texas 
Panhandle near Pampa, Texas.  He, like his son Carl Price, has been active in
the oil and gas industry for over ten years.  He is a meticulous man who pays
close attention to detail when overseeing many field operations.  His 
knowledge of the Texas Panhandle area has been crucial for optimum drilling 
sights and exploratory developments. Before his success as an oilman and 
cattle rancher, Mr. Price was a fighter pilot in the Korean War where he flew
27 combat missions.   He later went on to serve his country as a United States
Congressman and furthered his political career as a  Texas State Senator in 
Austin, Texas.  His civic and social status in the Oklahoma/Texas region 
has proved to be both beneficial and advantageous for Future Petroleum.

D. William Reynolds, Jr. 

D. William Reynolds, Jr. a member of the board of directors, is the founder 
and president of Intelligent Financial Perspective, Inc. in Austin, Texas.  
The corporation is a client server software development and technology 
consulting firm specializing in financial applications.  Prior to starting 
his own business in 1989, Mr. Reynolds was a management consultant for 
more than six years.  He served on two nationwide consulting firms 
specializing in the financial services industry.  Mr. Reynolds earned 
a Bachelor's Degree in Finance from the University of California at Berkeley.  
Continuing his education, he went to The University of Texas at Austin 
where he earned his M.B.A. degree in Information Systems Management, 
and where he now holds a faculty position in the graduate school of business.

Christie Sirera

Christie Sirera, the corporate secretary, office administrator and shareholder 
of the Company.  Ms. Sirera jointed the Company in 1994 and was appointed 
corporate secretary in 1996.  Ms. Sirera attended Tarrant County Junior 
College where she majored in business administration.  Between 1990 and  
1994, Ms. Sirera owned and still operates two small businesses in the 
Dallas area.


Charles D. Laudeman 

Charles D. Laudeman, a member of the board of directors, is presently a 
Gas Marketing Manager for Howell Petroleum Corporation, Houston, Texas.  
His responsibilities include the direct marketing of Howells' gas and third 
party gas, as well as identifying natural gas asset opportunities.  He 
graduated from Southern California University with a Bachelor of Arts 
Degree in International Relations.  A key accomplishment that Mr. Laudeman 
has been able to provide for Future is market support and analysis of 
producers, endusers and marketers of natural gas.  He is an affiliate of the
Natural Gas Association of Houston, New Orleans and Oklahoma.


B. Carl Price is the son of Robert Price, and D. William Reynolds, Jr. is the 
son of Don Wim. Reynolds.

Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of forms 3, 4 and 5 and amendments thereto, 
furnished to the Company during or respecting its last fiscal year, no 
director, officer, beneficial owner of more than 10% of any class of equity 
securities of the Company or any other person known to be subject to Section
16 of the Exchange Act failed to file on a timely basis reports required by 
Section 16(a) of the Exchange Act for the last fiscal year.


	ITEM 10. EXECUTIVE COMPENSATION


Executive Officer Compensation

The following table sets forth, for each of the last three fiscal years, 
cash compensation received by any person serving as chief executive officer of 
the Company during the last preceding fiscal year and any of the four remaining 
most highly compensated other executive officers whose salary and bonus for 
all services in all capacities exceeded $100,000 for the most recent fiscal 
year.

Summary Compensation Table
                                        Long Term Compensation   
                    Annual Compensation      Awards                  Payouts
     (a)      (b)    (c)    (d)  (e)      (f)       (g)         (h    (i)
                                 Other               Securities       All Other
                                 Annual   Restricted Underlying       Compen-
              Year               Compen-  Stock      Options/   LTIP  sation
Name and      Ended  Salary Bonus sation  Award(s)   SARs      Payouts        
Position      Dec. 31 ($)   ($)  ($)       ($)       (#)        ($)     ($)  

B. Carl Price, 1997			--	    --  --         --       200,000(3)  --      	--
(CEO)
President,     1996 $12,000  --  $21,853(1)	--	      --	         --	      --
Director
	              1995 $12,000  --  $35,000(1) --       --         --        --
               1994 $8,000   --  $31,000(2) --       150,000    --        --
               

(1)  During 1996 and 1995, Price Oil & Gas Co., which is a company owned 
by Mr. Price was paid money for consulting services provided to the Company.
(2) During 1994, Mr. Price was paid $31,000 as an independent contractor.
(3) On January 10, 1997, the Company granted 200,000 shares to Mr. Price.	

On February 25, 1994, the Company granted to B. Carl Price five year 
options to purchase 150,000 shares, respectively, at $0.267 to Mr. Price
(at 110% of the market price), based on the approximate market price of 
the Company's common stock on the date of grant.  On October 17, 1994, 
Mr. Price exercised options to acquire 112,280 shares for cancellation of a 
debt owed to a company owned by Mr. Price in the amount of $29,979.

The following table sets forth information respecting the exercise of 
options and SARs during the fiscal year ended December 31, 1995, by the named
executive officer of the Company and the fiscal year end values of unexercised
options and SARs.

(a)       (b)            (c)       (d)                       (e)
                                   Number of                 Value of
                                   Securities                Unexercised
                                   Underlying                In-the-Money
                                   Unexercised               Options/SARs at
                                   Options/SARS at FY        FY End ($) 
                                   End (#)        
        Shares Acquired            Exercisable/              Exercisable/
Name    on Exercise (#)  Value Realized ($) Unexercisable    Unexercisable
B. Carl Price -(1)-      --        37,720                    --

     (1)  Options to purchase 150,000 shares of Common Stock at any time 
through February 25, 1999, at an exercise price of $0.267 per share, payable
in cash, pursuant to a promissory note, by delivery of shares of the Company 
stock, or by the cancellation of options.  The terms of these options 
were not determined in arm's length negotiations.

Employment Agreements, Deferred Salary and Benefits

The Company does not have employment contracts, deferred salary or 
other benefit arrangements with its officers or directors.

<PAGE>

Stock Option and Award Plan

The Company has adopted, and the shareholders have approved, a 1993
Employee Incentive Plan (the "Plan") intended to advance the interests of 
the Company by attracting competent executive personnel and other 
employees, ensuring the retention of the services of existing executive 
personnel and employees, and providing incentives to all of such 
personnel to devote the utmost effort and skill to the advancement and 
betterment of the Company by permitting them to participate in the 
ownership of the Company and thereby permitting them to share in 
increases in the value of the Company which they will help to produce.

The Plan is administered by the board of directors or a committee appointed
from time to time by the board of directors.  Under the Plan, the board or 
duly appointed committee may grant stock options, which may be incentive 
stock options ("ISOs") as defined in the Internal Revenue Code (the "Code"), 
or options which do not qualify as ISOs, to directors and employees of the 
Company who, in the opinion of the board or committee, are expected to 
contribute materially to the Company's success in the future.  All employees 
of the Company are eligible to participated in the Plan.  A maximum of 
800,000 shares, subject to adjustment for certain events of dilution, are 
available for grant under the Plan, provided, however, that in no event may 
the aggregate fair market value of shares of the Company's common stock 
with respect to which and ISO is exercisable for the first time in any calendar 
year exceed $100,000.

The exercise price of options granted under the Plan may not be less than 100% 
of the fair market value of the Company common stock on the date the option is 
granted in the case of ISOs (110% of the fair market value in the case of 10% 
stockholders).  All ISOs granted under the Plan shall expire not later than ten 
years from the date of grant (5 years in the case of ISOs granted to 10% 
stockholders), and all nonqualified options shall expire at such date as the 
board or a duly appointed committee shall determine.  The option price may be
paid by cash or, at the discretion of the board  or a duly appointed 
committee, by delivery of common stock or options already owned by the 
optionee (valued at their fair market value at the date of exercise), or a 
combination thereof.

The aggregate number of shares of common stock with respect to which 
options may be granted under the Plan, the number of shares thereof covered 
by each outstanding option, and the purchase price per share thereof in each 
such option, shall be adjusted for any increase or decrease in the number of 
issued shares of common stock of the Company resulting from a recapitalization,
reorganization, merger, consolidation, exchange of shares, stock dividend, 
stock split, reverse stock split, or other subdivision or consolidation of 
shares or other increase or decrease in such shares effected without receipt 
by the Company of consideration approved by the board of directors of the 
Company (an "Event of Dilution"), in amounts to prevent substantial dilution 
or enlargement of rights granted to or available for eligible employees.  
In the case of an ISO, the ratio of the option price to the fair market value
of the stock subject to the option immediately after the change must not be 
more favorable to the optionee on a share by share comparison than the ratio 
of the old option price to the fair market value of the stock subject to the 
option immediately before such transaction.  All such adjustments shall be 
made by the board or a duly appointed committee, whose good faith 
determination shall be binding absent manifest error.
	
The board of directors of the Company may from time to time alter, amend, 
suspend, or discontinue the Plan with respect to any shares of common stock 
as to which options have not been granted.  However, no such alteration or 
amendment (unless approved by the stockholders) shall (a) increase (except in 
the case of an Event of Dilution) the maximum number of shares for 
which options may be granted under the Plan either in the aggregate or to 
any eligible employee; (b) reduce (except in the case of an Event of Dilution) 
the minimum option prices which may be established under the Plan; (c) extend 
the period or periods during which options may be granted or exercised; (d) 
materially modify the requirements as to eligibility for participation in the 
Plan; (e) change the provisions of the preceding paragraph relating to Events 
of Dilution; or (f) materially increase the benefits accruing to the eligible 
employees under the Plan.

On January 10, 1997, the Company granted to Christie Sirera five 
year options to purchase 20,000 shares, respectively, at $0.40, based on 
the approximate market price of the Company's common stock on the date of grant.

On January 10, 1997, the Company granted to Robert Price five 
year options to purchase 50,000 shares, respectively, at $0.40, based on 
the approximate market price of the Company's common stock on the date of grant.

On December 6, 1996, the Company granted to Don Wm. Reynolds five 
year options to purchase 200,000 shares, respectively, at $0.15, based on 
the approximate market price of the Company's common stock on the date of grant.
	
On June 30, 1996, the Company granted to Christie Sirera five year options 
to purchase 20,000 shares, respectively, at $0.4375, based on the approximate 
market price of the Company's common stock on the date of grant.  

On February 25, 1994, the Company granted to B. Carl Price and Danny Matthews 
five year options to purchase 150,000 and 100,000 shares, respectively, at 
$0.267 per share (110% of the approximate market price of the Company's 
common stock on the date of grant) to Mr. Price and at $0.243 per share 
(100% of the market price of the Company's common stock on the date of grant)
to Mr. Matthews.  The company has issued no other options or stock awards 
under the Plan.

<PAGE>


	ITEM 11. SECURITY OWNERSHIP OF
	CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth, as of April 14, 1997, the outstanding Common 
Stock of the Company owned of record or beneficially by each person who 
owned of record, or was known by the Company to own beneficially, more 
than 5% of the Company's 4,066,779 shares of Common Stock issued and 
outstanding, and the name and share holdings of each officer and director 
and all of the officers and directors as a group:

                      			    Nature of 		     Number of
Name of Person or Group  	   Ownership(1)		   Shares Owned	         	Percent

Principal Shareholders		

B. Carl Price		              Direct	         		1,063,317	           	26.1%
2351 W. Northwest Hwy	       Options			          237,720		            5.5%
Suite 2130		                 Total			          1,301,037		           30.2%
Dallas, TX  75220

Don Wm. Reynolds            	Direct			           604,039	           	14.9%
206 Rock Street
Bowie, TX  76230

Maxcine Denton		             Direct 			          267,558		            6.6%
3114 Classen Boulevard
Oklahoma City, OK  73118

EnCap Equity 1994 LP	        Direct			           200,000		            4.9%
Energy Capital Investment    Warrants		          287,000		            6.6%
Co. PLC 		                   Total		         	   487,000	           	11.2%
1100 Louisiana, Ste 3150	
Houston, TX  77002 

Officers and Directors

B. Carl Price		-----------------------------See Above-----------------------

Don Wm. Reynolds	-----------------------------See Above---------------------

Robert D. Price	            	Direct(2)		          96,835		            2.4%
                          			Options			           50,000		            1.2%
			                          Total		         	   146,835	            	3.6%

D. William Reynolds, Jr.	    Direct			               333		            0.0%

Christine Sirera		           Direct			                 8		            0.0%
			                          Options		       	    40,000		            1.0%	
                          			Total			             40,008	            	1.0%

Charles D. Laudeman	         Direct			               833		            0.0%

All Executive Officers and   Direct			         1,765,032           		43.4%
Directors as a Group 	       Options	       		   327,720		            7.5%
(5 people)		                 Total		          	2,092,752		           47.6%

(1)Shares owned directly are owned beneficially and of record, and such 
record shareholder has sole voting, except as provided herein, investment 
and dispositive power.

(2)15,409 of the shares held by Mr. Price are held jointly with his wife, 
Martha Ann Price.

B. Carl Price is the son of Robert Price, and D. William Reynolds, Jr. 
is the son of Don Wm. Reynolds.





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Reverse Stock Split
	
On March 14, 1994, the Company effected a six-to-one reverse stock split 
of the issued and outstanding shares of the Company's common stock.  
Immediately prior to the reverse stock split, the Company had 19,146,191 
shares of common stock issued and outstanding, which were reduced to 
3,191,032 shares after the reverse stock split.  All share and per share 
amounts in this report give effect to such reverse split.

Price Lease

In November 1990, the Company entered into a lease with Robert 
D. Price, an officer and director of the Company, and Martha Ann 
Price, his wife, respecting the Price Ranch prospect, consisting of 
8,388 acres on thirteen tracts of land in Gray, Roberts, Hutchinson 
and Carson Counties, Texas.  The term of the lease is for 10 years, 
subject to an extension for an additional ten years at the option of the 
Company.  A royalty of 1/8 of the oil and gas produced from the wells 
drilled on the property is reserved to the lessors, as well as a shut-in 
royalty after the expiration of the primary term of $1.00 per acre subject 
to the lease if the Company performs no operations on the property or all 
wells drilled thereon are shut-in for a period of 90 consecutive days. 

Future Acquisition 1995, Ltd.

The Company is operator of the properties of Future Acquisition 1995, Ltd.
(The Partnership).  (See Note 4.) As such, it receives revenues and pays
costs and expenses on behalf of the Partnership.  As of December 31, 1996,
the Company has trade accounts receivable and accrued oil and gas proceeds 
payable of approximately $51,000 and $185,000, respectively, due from and to
the Partnership.  Included in well operation fees in 1996 is $134,000 earned
from operating the wells of the Partnership.

Price Oil & Gas Co.

Additionally, as of December 31, 1996, the Company owes a company owned by
the president of the Company approximately $41,000 for accrued consulting 
fees and operating advances. The operating advances of $6,000 are short-term,
non-interest bearing, uncollateralized obligations of the Company.


	

	ITEM 13. EXHIBITS REPORTS ON FORM 8-K

(a)(1)    Financial Statements.  The following statements are included in
this report:

Title of Document                                                        Page

Independent Auditor's Report                                              F-1

Consolidated Balance Sheet as of December 31, 1996                        F-2
     
Consolidated Statements of Operations for the Years Ended 
December 31, 1996 and 1995                                                F-4

Consolidated Statement of Changes in Stockholders' Equity for the 
Period from January 1, 1995, through December 31, 1996                    F-5

Consolidated Statements of Cash Flows for the Years Ended 
December 31, 1996 and 1995                                                F-6

Notes to Consolidated Financial Statements                                F-7


(a)(3) Exhibits.  The following exhibits are included as part of this report. 
(See exhibit index in separate exhibit volume):

          SEC
Exhibit   Reference
Number    Number              Title of Document                     Location  

Item 2.         Plan of Acquisition, Reorganization, Arrangement,
                Liquidation or Succession          
     
2.01    2    Acquisition Agreement between the Company, Future   Incorporated by
             Acquisition Corp., and Future Petroleum Corporation  Reference(1)
             date July 14, 1993
2.02    2    Articles of Merger of Future Petroleum Corp. with   Incorporated by
             and into Future Acquisition, Inc. effective         Reference(1)
             September 16, 1993

Item 3.      Articles of Incorporation and Bylaws         

3.01    3    Articles of Restatement of the Articles
             of Incorporation                                    Incorporated by
                                                                 Reference(2)
3.02    3    Bylaws                                              Incorporated by
                                                                 Reference(2)
Item 10.     Material Contracts                 

10.01  10    Oil, Gas and Mineral Lease dated 11/1/90         Incorporated by  
             between the Company and Robert D.                Reference(2)  
             Price and Martha Ann Price relating to the
             lease of the Price Ranch

10.03  10   Acquisition Agreement and related Promissory 
            Note and Deed of Trust dated March 4, 1994        Incorporated by
            related to Eldorado Canyon property               Reference(2)
                   
10.05  10   Letter Agreement dated effective March 31, 1994,  Incorporated by  
            between the Company and Richard V. Wyman           Reference(2)
            relating to the transfer of interest in Arizona
            Juno Resources, Inc., and issuance of common 
            stock in cancellation of indebtedness

10.06  10   Acquisition Agreement dated April 15, 1994, 
            relating to the sale of the                       Incorporated by 
            South Utah prospect                               Reference(2)

Item 21.    Subsidiaries of the Registrant     
         

21.01  21   Schedule of Subsidiaries                           This Filing

27.01  27   Financial Data Schedules		This Filing

(1)  Incorporated by reference from the Company's current report on form 8-K
     dated September 16, 1993.
(2)  Incorporated by reference from the Company's annual report on form 10-K
     for the fiscal year ended December 31, 1995.

*    Indicated management contract or compensatory plan or arrangement
     required to be filed as an exhibit.

(b)  Reports on Form 8-K.

During the last quarter of the fiscal year ended December 31, 1996, 
the Company did not file any reports on Form 8-K.


	
SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, Registrant has duly caused this amendment to its annual report 
on form 10-KSB to be signed on its behalf by the undersigned, thereunto 
duly authorized, this 14th day of April, 1997.

			FUTURE PETROLEUM CORPORATION
				(Registrant)


				By	/s/ B. Carl Price	
				     B. Carl Price, President
						     

Pursuant to the requirements of the Securities Exchange Act of 1934, 
as amended, this form 10-KSB was signed by the following persons in 
the capacities stated on the 14th day of April, 1997.




			/s/ B. Carl Price			
B. Carl Price, President and Director
(chief executive and principal financial and accounting officer)




			/s/ Christie Sirera                                       	
Christie Sirera, Corporate Secretary




		/s/ Don Wm. Reynolds		
Don Wm. Reynolds, Director (Chairman of the Board)




		/s/ Robert D. Price	 		
Robert D. Price, Vice-President, Director




		/s/ D. William Reynolds, Jr.		
D. William Reynolds, Jr., Director




             /s/ Charles D. Laudeman                                          
Charles D. Laudeman, Director

Date Filed:  April 14, 1997	SEC File No. 0-8609





	SECURITIES AND EXCHANGE COMMISSION

	WASHINGTON, D.C. 20549


	-----------------------------


	EXHIBITS

	TO

	ANNUAL REPORT ON FORM 10-KSB

	UNDER

	THE SECURITIES EXCHANGE ACT OF 1934


	-----------------------------



	FUTURE PETROLEUM CORPORATION





     EXHIBITS

     TO

     ANNUAL REPORT ON FORM 10-KSB

     UNDER

     THE SECURITIES EXCHANGE ACT OF 1934


     -----------------------------



     FUTURE PETROLEUM CORPORATION
<PAGE>

EXHIBIT INDEX

          SEC  
Exhibit   Reference
Number    Number     Title of Document                               Location
Item 2.              Plan of Acquisition, Reorganization, Arrangement,
                     Liquidation or Succession               

2.01      2         Acquisition Agreement between the Company,   Incorporated by
                    Future Acquisition Corp., and Future         Reference(1)
                    Petroleum Corporation date July 14, 1993

2.02      2         Articles of Merger of Future Petroleum Corp Incorporated by
                    and into Future Acquisition, Inc. with       Reference(1)
                    effective September 16, 1993

Item 3.             Articles of Incorporation and Bylaws         

3.01      3         Articles of Restatement of the Articles      Incorporated by
                    of Incorporation                             Reference(2)

3.02      3          Bylaws                                      Incorporated by
                                                                 Reference(2)
Item 10.            Material Contracts                 

10.01    10         Oil, Gas and Mineral Lease dated 11/1/90    Incorporated by
                    between the Company and Robert D. Price       Reference(2)
                    and Martha Ann Price relating to the lease
                    of the Price Ranch

10.03    10         Acquisition Agreement and related           Incorporated by
                    Promissory Note and                          Reference(2)
                    Deed of Trust dated March 4, 1994,
                    related to Eldorado Canyon property

10.05    10         Letter Agreement dated effective
                    March 31, 1994, between the Company       Incorporated by 
                    and Richard V. Wyman relating to             Reference(2)
                    the transfer of interest in Arizona
                    Juno Resources, Inc., and issuance of
                    common stock in cancellation of indebtedness

10.06    10         Acquisition Agreement dated April15, 1994, 
                    relating to the sale of the South Utah    Incorporated by
                    prospect                                     Reference(2)

Item 21.            Subsidiaries of the Registrant     
          

21.01    21          Schedule of Subsidiaries                     This Filing

27.01  27   Financial Data Schedules		This Filing

(1)  Incorporated by reference from the Company's current report on form 8-K
      dated September 16, 1993.
(2)  Incorporated by reference from the Company's annual report on form 10-K
     for the fiscal year ended December 31, 1995.

*    Indicated management contract or compensatory plan or arrangement 
     required to be filed as an exhibit.

(b)  Reports on Form 8-K.

During the last quarter of the fiscal year ended December 31, 1996, 
the Company did not file any reports on Form 8-K.Item 2.		


<PAGE>
EXHIBIT 21.01

SCHEDULE OF SUBSIDIARIES

<PAGE>

SCHEDULE OF SUBSIDIARIES

SUBSIDIARY                                      STATE OF ORGANIZATION

ALASKA ELDORADO GOLD COMPANY                          NEVADA

FUTURE PETROLEUM CORPORATION                          TEXAS
<PAGE>.




EXHIBIT 27
FINANCIAL DATA SCHEDULE 


INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
Future Petroleum Corporation

We have audited the accompanying consolidated balance sheet of Future
Petroleum Corporation as of December 31, 1996, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for the
years ended December 31, 1996 and 1995.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Future Petroleum Corporation
as of December 31, 1996, and the results of its operations and cash flows for
the years ended December 31, 1996 and 1995, in conformity with generally 
accepted accounting principles.





HEIN + ASSOCIATES LLP          

March 24, 1997
Dallas, Texas

<PAGE>
<TABLE>
	CONSOLIDATED BALANCE SHEET

	DECEMBER 31, 1996

	ASSETS





<S>
CURRENT ASSETS:
                                                                 <C>
Cash                                                             $    114,000 
Note receivable                                                       158,000 
Trade accounts receivable, no allowance for doubtful accounts
  considered necessary:	
Joint interest billings                                                57,000 
Accrued oil and gas sales                                             190,000 
                                                                 ____________     
       Total Current Assets                                      $    519,000 

PROPERTY AND EQUIPMENT:

Proved oil and gas properties, using the full cost method of
  accounting                                                     $    653,000 
   Other                                                               44,000 
                                                                 ____________ 
      Total Property and Equipment                               $    697,000 

Less accumulated depletion, depreciation, amortization and
  impairment                                                         (149,000)
                                                                 ____________
          Net Property and Equipment                                  548,000 

OTHER ASSETS:	

Lease operating rights, net of accumulated
amortization of $21,900					$ 373,000     
Mining properties held for sale                                        40,000 
Other                                                                   5,000 
                                                                 ____________
      Total Assets	                                               $ 1,485,000 


- Continued -    


</TABLE>
<PAGE>

<TABLE>

	CONSOLIDATED BALANCE SHEET, continued

	DECEMBER 31, 1996

	LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                               
CURRENT LIABILITIES:
                                                                <C>
Current portion of long-term debt                               $      21,000  
    Trade accounts payable                                             82,000  
    Accrued oil and gas proceeds payable                              217,000  
    Advance from related party                                         47,000  
    Deferred gain                                                      40,000  
                                                                _____________

              Total current liabilities                        $      407,000  


LONG-TERM DEBT                                                         32,000  


DEFERRED TAX LIABILITY                                                 32,000  

COMMITMENT AND CONTINGENCIES (Notes 4 and 10)

STOCKHOLDERS' EQUITY:

Preferred stock, $.01 par value, 200,000 shares authorized, no shares issued
    
Common stock, $.01 par value; 30,000,000 shares authorized; 3,486,779
  	shares issued and outstanding                                       35,000  
    Additional paid-in capital                                      1,031,000  
    Accumulated deficit                                               (52,000) 
                                                                ______________
 
              Total stockholders' equity                            1,014,000  


              Total liabilities and stockholders' equity         $  1,485,000  

<FN>
         See accompanying notes to these financial statements.
</TABLE>
<PAGE>

<TABLE>
	CONSOLIDATED STATEMENTS OF INCOME

                                                     
                                                     YEARS ENDED DECEMBER 31,
                                                     <C>           <C>
                                                     1996          1995
REVENUES:
    Oil and gas sales                                $ 224,000     $ 176,000 
    Well operation fees                                154,000        77,000 
                                                     _________     _________

              Total revenues                           378,000       253,000 



COSTS AND EXPENSES:

   Lease operations and production taxes            $  187,000     $ 151,000 
    General and administrative                         120,000       139,000 
    Depletion, depreciation and amortization            99,000        70,000 
    Interest                                             6,000         1,000 
                                                      ________      ________

              Total expenses                         $ 412,000     $ 361,000 



OTHER INCOME:

    Gain on sales of assets                          $ 102,000     $  82,000 
     Interest income                                    42,000        46,000 
    Miscellaneous income                                41,000        38,000 
                                                     _________     _________

              Total other income                    $  185,000     $ 166,000 



INCOME BEFORE INCOME TAXES                          $  151,000     $  58,000 



DEFERRED INCOME TAX EXPENSE                             32,000         -       



NET INCOME                                          $  119,000     $  58,000 



NET INCOME PER COMMON SHARE                         $      .03     $     .02 



WEIGHTED AVERAGE COMMON SHARES 
   OUTSTANDING                                       3,472,000     3,379,000 

<FN>
            See accompanying notes to these financial statements.
</TABLE>
<PAGE>
<TABLE>
	CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

	FOR THE PERIOD FROM JANUARY 1, 1995 THROUGH DECEMBER 31, 1996



                                
                                                                 ADDITIONAL
                                    COMMON STOCK                 PAID-IN
                                 SHARES     AMOUNT               CAPITAL
                                 ____________________           ____________
                                 <C>        <C>                 <C>

BALANCES, JANUARY 1, 1995       3,376,903   $ 34,000             $ 967,000 

Shares issued for oil and gas
properties                        50,000       1,000                49,000 
Net income                          -           -                      -      
                               ______________________           ____________
BALANCES, DECEMBER 31, 1995     3,426,903     35,000             1,016,000 

Shares issued for options 
     exercised                     59,876       -                   15,000 
Net income                           -          -                      -      
                               _____________________            ____________

BALANCES, DECEMBER 31, 1996     3,486,779   $ 35,000           $  1,031,000 


                                                               TOTAL
                                ACCUMULATED                    STOCKHOLDERS'
                                  DEFICIT                      EQUITY
                                ___________________            _____________

BALANCES, JANUARY 1, 1995      $(229,000)                     $ 772,000

Shares issued for oil and gas
 properties                          -                            50,000
Net income                         58,000                         58,000
                                ___________________           ______________

BALANCES, DECEMBER 31, 1995     $(171,000)                     $ 880,000 

Shares issued for option
 exercised                          -                             15,000
Net income                        119,000                        119,000
                                ___________________           ______________

BALANCES, DECEMBER 31, 1996     $ (52,000)                    $1,014,000 


<FN>
           See accompanying notes to these financial statements.
</TABLE>
<PAGE>
<TABLE>

FUTURE PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 			 YEARS ENDED DECEMBER 31,
                                                     1996         1995
                                                    <C>           <C>
<S>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                           $ 119,000    $ 58,000 
Adjustments to reconcile net income to net cash
 from operations:
Depletion, depreciation and amortization                99,000      70,000 
Gain on sale of assets                                (102,000)    (82,000)
Change in trade accounts receivable                   (122,000)    (90,000)
Change in accounts payable and accrued
  liabilities                                           98,000      46,000 
        Change in deferred income taxes                 32,000        -      
        Change in related party payable                 41,000       6,000 
        Other                                           3,000     (5,000)
                                                    ___________   _________
Net cash provided by operations                        168,000       3,000 

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property and equipment                   (166,000)   (200,000)
Proceeds from sale of mining properties and collection
  of associated notes receivable                       244,000     185,000 
    Proceeds from partnership distributions             27,000        -      
    Additions to mining properties                        -         (8,000)
                                                    ___________   _________
Net cash provided (used) by investing activities       105,000     (23,000)

CASH FLOWS FROM FINANCING ACTIVITIES: 

    Proceeds from notes payable                         28,000        -      
Repayments of notes payable                           (153,000)     (6,000)
    Change in overdrafts payable                      ( 34,000)     26,000 
                                                    ___________   _________ 
Net cash provided (used) by financing activities      (159,000)     20,000 

NET CHANGE IN CASH AND CASH EQUIVALENTS                114,000        -       

CASH AND CASH EQUIVALENTS, beginning of year              -           -       

CASH AND CASH EQUIVALENTS, end of year             $   114,000    $   -   
						_______		__________    
SUPPLEMENTAL INFORMATION - 
Cash paid during the year for interest             $     6,000    $ 1,000 

NON-CASH INVESTING AND FINANCING ACTIVITIES - In 1996, a related party 
exercised options for  59,876 shares of common stock in exchange for the
payment of a liability in the amount of $15,000. 
In 1996 and 1995, the Company's oil and gas properties increased $190,000
and $162,000, respectively based on its share of partnership property additions 
funded by the limited partner.

In 1995, the Company acquired oil and gas properties for notes payable of
$185,000 and common stock valued at $50,000.

In 1995, the Company contributed $775,000 of oil and gas properties to a
limited partnership in exchange for an interest in that partnership as 
described in Note 4.

<FN>
See accompanying notes to these financial statements.      
</TABLE>
<PAGE>

	FUTURE PETROLEUM CORPORATION           

 	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Operations
Future Petroleum Corporation (the Company or FPC) is engaged primarily in the
acquisition, development and production of oil and gas reserves and operation
of oil and gas wells for third parties.

In August 1993, FPC completed a reverse acquisition of Intermountain 
Exploration Corporation (Intermountain) through a stock exchange in which
Intermountain obtained 100% of FPC's common stock and FPC's stockholders 
received 85% of Intermountain's common stock.

The accompanying financial statements include the accounts of the Company and
its wholly-owned subsidiaries, Alaska Eldorado Gold Company and Future 
Petroleum Corporation of Texas. In addition, the financial statements include 
the Company's prorata share of the accounts of the oil and gas limited 
partnership described in Note 4.  Intercompany accounts and transactions 
are eliminated in consolidation.

Oil and Gas Properties
The Company uses the full cost method of accounting for its oil and gas 
properties.  The Company's operations are all located in the continental
United States, primarily Texas and Oklahoma, and therefore, its costs are
capitalized in one cost center.  Under the full cost method, all costs 
related to the acquisition, exploration or development of oil and gas
properties are capitalized into the "full cost pool".  Such costs include
those related to lease acquisitions, drilling and equipping of productive well,
dry holes and abandonments, delay rentals, geological and geophysical work and
certain internal costs directly associated with the acquisition, exploration
or development of oil and gas properties.  During the years ended December 31,
1996, and 1995, internal costs capitalized into the full cost pool were
approximately $81,000 and $94,000 respectively.  Upon the sale or disposition
of oil and gas properties, no gain or loss is recognized, unless such 
adjustments of the full cost pool would significantly alter the relationship
between capitalized costs and proved reserves.

Under the full-cost method of accounting, a "full-cost ceiling test" is 
required wherein net capitalized costs of oil and gas properties cannot 
exceed the present value of estimated future net revenues from proved oil 
and gas reserves, discounted at 10%, less any related income tax effects.
	
Depletion, depreciation, and amortization of oil and gas properties is 
computed using the unit-of-production method based on estimated proved oil 
and gas reserves.  Depletion, depreciation and amortization per equivalent 
mcf of natural gas was approximately $1.39 and $.70 for the years ended 
December 31, 1996 and 1995, respectively.

<PAGE>
FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Mining Properties Held for Sale
Mining properties held for sale are recorded at the lower of cost or 
estimated net realizable value.

Other Property
Other property and equipment consists of office furniture and fixtures which 
are carried at cost.  Depreciation  is provided using the straight-line 
method over estimated useful lives ranging from five to ten years. Gain or 
loss on retirement or sale or other disposition of assets is included in 
income in the period of disposition. 	 		      

Income Taxes
The Company accounts for its income taxes in accordance with Statement of 
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes".
SFAS 109 requires that deferred income taxes be recorded for the temporary 
differences between the tax and financial statement bases of assets and 
liabilities and adjusted when new tax rates are enacted. 

Net Income Per Common Share			
Net income per common share is based on the weighted average number of common
shares outstanding. Common stock equivalents in 1996 and 1995 were 
anti-dilutive.
 			
Statement of Cash Flows
For purposes of reporting cash flows, the Company considers cash and 
unrestricted interest bearing deposits with original maturities of three 
months or less to be cash equivalents.

Use of Estimates and Certain Significant Estimates
The preparation of the Company's financial statements in conformity with 
generally accepted accounting principles requires the Company's management 
to make estimates and assumptions that affect the amounts reported in these 
financial statements and accompanying notes. Actual results could differ from
those estimates. Significant assumptions are required in the valuation of 
proved oil and gas reserves, which as described above may affect the amounts
at which oil and gas properties and investment in oil and gas partnership are
recorded.  It is at least reasonably possible those estimates could be revised
in the near term and those revisions could be material.

Stock-Based Compensation	
In 1996, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 123 "Accounting for Stock-Based Compensation", which requires 
recognition of the value of stock options and warrants granted based on an 
option pricing model.  However, as permitted by SFAS No. 123, the Company 
continues to account for stock options and warrants granted to directors and
employees pursuant to APB Opinion No. 25, "Accounting for Stock Issued to 
Employees", and related interpretations.  See Note 7.

Impact of Recently Issued Pronouncements
The Financial Accounting Standards Board (FASB) has issued Statement No. 128,
"Earnings Per Share".  The Company intends to adopt this new standard in 
1997.  Management believes it will not have a material impact on the 
Company's financial statements.

<PAGE>
  

FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	NOTE RECEIVABLE

The Company has a note receivable at December 31, 1996 with a balance of 
$158,000.  The note bears interest at 8% and is collateralized by a deed of
trust on a mining property.  A principal payment of $100,000 is due April 1,
1997 with unpaid principal and interest due June 1, 1997.  The note arose 
from the sale of mining properties during 1994.  Due to the terms of the 
sale, the gain was deferred and recorded as a liability, which is amortized 
into income as the note is collected.  The balance of the deferred gain at 
December 31, 1996 is $40,000. The gain associated with this note that was
amortized into income was $26,000 and $21,000 in 1996 and 1995, respectively.


3.	RELATED PARTY TRANSACTIONS

The Company is operator of the properties of Future Acquisition 1995, Ltd.
(The Partnership).  (See Note 4.) As such, it receives revenues and pays
costs and expenses on behalf of the Partnership.  As of December 31, 1996,
the Company has trade accounts receivable and accrued oil and gas proceeds 
payable of approximately $51,000 and $185,000, respectively, due from and to
the Partnership.  Included in well operation fees in 1996 is $134,000 earned
from operating the wells of the Partnership.

Additionally, as of December 31, 1996, the Company owes a company owned by
the president of the Company approximately $41,000 for accrued consulting 
fees and operating advances. The operating advances of $6,000 are short-term,
non-interest bearing, uncollateralized obligations of the Company.

4.  INVESTMENT IN PARTNERSHIP

In December 1995, the Company contributed a substantial portion 
of its oil and gas properties to Future Acquisition 1995, Ltd., a limited 
partnership in which the Company is the general partner. As a result of 
entering into the partnership, the Company became the operator of a 
majority of the partnership properties.  The Company's investment was 
recorded at book value and was allocated to oil and gas properties and 
lease operating rights based on the relative fair values of those assets.  
The limited partner contributed cash, which was used to acquire and 
develop oil and gas properties.  Revenues and costs and expenses are
generally allocated 15% to the Company and 85% to the limited partner 
until the limited partner has recovered its investment and a 20% return 
as defined in the agreement.  After that point, the Company is allocated
 75% of revenues and costs and expenses.  Certain acquisition and 
development costs are allocated 100% to the limited partner.  As
general partner, the Company is contingently liable for the actions 
of the Partnership.

During the year ended December 31, 1996, the Company began 
to account for the investment in the partnership as a prorata 
consolidation, whereas it had previously accounted for the 
partnership by the equity method .  This change resulted from 
the Company's ability during 1996 to obtain all information 
required to report the investment as a prorata consolidation 
and the Company's desire to conform with industry standards. 
The change had no effect on reported net income for either 1995 
or 1996.

The partnership is required to maintain certain minimum coverage ratios of 
proved producing reserves	 in relation to the limited partner's investment.
If the coverage ratios are not maintained, the allocation of revenues will
be adjusted, as defined in the agreement, such that the Company's share of
revenues	 would be reduced to not less than 1%. 

The carrying value of the operating rights are amortized over the 
life of the partnership's oil and gas reserves. The amortization was
$22,000 in 1996 and is included in "depletion, depreciation and 
amortization" in the accompanying statement of income.

<PAGE>
FUTURE PETROLEUM CORPORATION
	
5.	LONG-TERM DEBT

Long-term debt at December 31, 1996 consisted of the following:

Note payable to an individual, interest at 8%, monthly payments of principal 
and interest of $1,421 due until maturity in July 1998. Collateralized by oil
and gas properties.                                              $    26,000

Note payable to a bank, interest at 11.25%, monthly payments of principal and
interest of $717 are due until maturity in October 2000. Collateralized by 
certain oil and gas equipment.                                   $    27,000
Total                                                                 53,000   
Less current portion                                                 (21,000) 


Long-term debt                                                   $    32,000 

Maturities of long-term debt for the years ending December 31, are as follows:

1997     $   21,000
1998         17,000
1999          8,000
2001          7,000
           	_______
         $   53,000
	
<PAGE>


FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.	STOCKHOLDERS' EQUITY

The Company has 200,000 shares of preferred stock authorized with a par value
of $.01.  No shares  were issued or outstanding at December 31, 1996.  The
preferred shares may be issued in series with the relative rights and 
preferences designated by the Company's board of directors.  

In 1996, the Company issued warrants to the limited partner in Future 
Acquisition 1995, Ltd. to purchase 37,500 shares of the Company's common 
stock for $1.00 per share.  The warrants may be exercised until expiration in
April 2001.

In 1995, the Company issued 50,000 shares of common stock valued at $50,000 
in connection with the purchase of certain oil and gas properties.  
Additionally, the Company issued warrants to purchase 50,000 shares to the 
seller as part of the transaction.  Warrants to purchase 25,000 shares have 
an exercise price of $1 per share and are exercisable until December 1997; 
warrants to purchase 12,500 shares have an exercise price of $2 per share and
are exercisable until December 2000; and warrants to purchase 12,500 shares
have an exercise price of $3 per share and are exercisable until December
2000.

In 1995, the Company issued warrants to the limited partner in Future 
Acquisition 1995, Ltd. to purchase  250,000 shares of the Company's common 
stock for $1.00 per share. The warrants may be exercised until expiration in 
December 2000.

7.	STOCK BASED COMPENSATION

Stock Option Plans
The Company has a stock option plan, under which key employees may be granted
options to purchase the Company's common stock at prices equal to market 
value at the date of grant (110% of market value for stockholders with more 
than 10% of the outstanding stock).  The options may be exercised anytime 
within five years of grant.

The following is a summary of activity under this stock option plan for the 
years ended December 31, 1996 and 1995:
<TABLE>
                                  1996                    1995             
                                  <C>                     <C>
                                           Weighted                  Weighted
                                            Average                  Average
                                  Number    Exercise      Number     Exercise
                                  of Shares  Price       of Shares   Price

Outstanding, beginning of year     137,720  .25           137,720    .25     

Canceled or expired                   -     -                -        -      
Granted                            220,000  .18              -        -      
Exercised                          (59,876) .24              -        -      

Outstanding, end of year           297,844  .20           137,720    .25     
</TABLE>
<PAGE>

FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All the options outstanding at December 31, 1996, and those exercised during
1996, were granted to officers of the Company. For all options granted during
1996 and 1995, the market price of the Company's common stock on the grant 
date was approximately equal to the exercise price.

If not previously exercised, options outstanding at December 31, 1996 will 
expire as follows:


                                          Weighted
                                          Average 
                           Number         Exercise
                         of Shares        Price

1999                      77,844           .26      
2001                     200,000           .15      
2001                      20,000           .44      
		_______
Total                    297,844    



Warrants and Other Stock Options
The Company has also granted warrants and other options which are summarized 
as follows for the years ended December 31, 1996 and 1995.


                                1996                         1995              
                                    Weighted                         Weighted
                                    Average                          Average
                       Number       Exercise         Number          Exercise
                       of Shares    Price         of Shares           Price
Outstanding,
beginning of year     300,000       1.13              -                 -       

Granted to:

Seller of oil and 
gas properties acquired  -           -             50,000              1.75    
Limited partner of 
Future Acquisition
1995, Ltd.             37,500       1.00          250,000              1.00    
Expired                  -           -               -                  -       
Exercised                -           -               -                  -       
                      _______      ______          ______              _____

Outstanding, end of
year                  337,500       1.12          300,000              1.13     
   

<PAGE>






FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All outstanding warrants and other options were exercisable at December 31,
1996.  If not previously exercised, warrants and other options outstanding 
at December 31, 1996 will expire as follows:


                                             Weighted
                                             Average
                           Number            Exercise
                         of Shares           Price

1997                      25,000             1.00    
2000                     250,000             1.00    
2000                      12,500             2.00    
2000                      12,500             3.00    
2001                      37,500             1.00    
		________	
                         337,500      



Presented below is a comparison of the weighted average exercise prices and 
market prices of the Company's common stock on the measurement date for the 
warrants and other stock options granted during 1996 and 1995:


                            1996                               1995             
                  Number    Exercise  Market       Number    Exercise   Market
                of Shares   Price     Price      of  Shares   Price      Price
Exercise price
greater than 
market price      37,500    $1.00     $ 0.25      300,000    $ 1.13    $ 0.19   


Pro Forma Stock-Based Compensation Disclosures
As reflected in Note 1, the Company applies APB Opinion No. 25 and related 
interpretations in accounting for its stock options. Accordingly, no 
compensation cost has been recognized for grants of options to the employees
since the exercise prices were not lower than the market prices of the 
Company's common stock on the measurement date.  Had compensation been 
determined based on the estimated fair value at the measurement dates for 
awards under those plans consistent with the method prescribed by SFAS No.
123, the Company's 1996 net income and earnings per share would have been 
changed to the pro forma amounts indicated below.  There was no pro forma
effect for 1995.

Net income applicable to common stockholders:
As reported                                                    $   119,000  
Pro forma                                                      $   103,000  
Net income per common stock:
As reported                                                    $      0.03  
Pro forma                                                      $      0.03  

<PAGE>

FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair value of each employee option and warrant granted in 1996
and 1995 was estimated on the date of grant using the Black-Scholes option-
pricing model with the following weighted average assumptions:


                                                      YEAR ENDED DECEMBER 31,
                                                    1996               1995 
Expected volatility                                 62.2%              62.2%  
Risk-free interest rate                        6.13% to 6.63%   5.25% to 5.80%
Expected dividends                                   -                   -    
Expected terms (in years)                            5               2 to 5   


8.	INCOME TAXES

A reconciliation of income tax expense at the Federal statutory rate of 34%
to income tax expense reported in the accompanying consolidated statements of
income follows:

                                                   1996                1995 

Income tax at statutory rate                 $    51,000          $   20,000 
Utilization of net operating losses                 -               (20,000)
Effect of graduate tax brackets                  (19,000)             -
                                          				     _________	    $_________
                                             $   32,000	              -

The components of the Company's deferred tax liability as of December 31, 
1996 are as follows:

Deferred gain			$      7,000
Depreciation, depletion
and impairment 			    (215,000)
Net operating loss and 
investment tax credit carryforward       176,000
 				__________
Net deferred tax liability		$   (32,000)

At December 31, 1996, the Company had a net operating loss carryforward 
for Federal income tax purposes of approximately $485,000, which
will expire if unused in 2006 through 2008.  The Company also has
approximately $1,140,000 of net operating loss carryforwards 
attributed to Intermountain.  These losses are subject to substantial 
limitations under Section 382 of the Internal Revenue Code.

9. 	ENVIRONMENTAL MATTERS

Being engaged in the oil and gas exploration and development business, the 
Company may become subject to certain liabilities as they relate to 
environmental clean up of well sites or other environmental 

<PAGE>
FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

restoration procedures as they relate to the drilling of oil and gas wells 
and the operation thereof. In the Company's acquisition of existing or 
previously drilled well bores, the Company may not be aware of what 
environmental safeguards were taken at the time such wells were drilled or 
during the time that such wells were operated. Should it be determined that 
a liability exists with respect to any environmental clean up or restoration,
the liability to cure such a violation would most likely fall upon the 
Company.  No claim has been made nor has a claim been asserted, nor is the
Company aware of the existence of any liability which the Company may 
have, as it relates to any environmental clean up, restoration or the violation 
of any rules or regulations relating thereto. 

10.	LEASE COMMITMENT

The Company leases its office space subject to a noncancellable operating 
lease agreement which will expire in December 1998. Future minimum rental 
payments under the operating lease are approximately $23,000 per year.

The Company had  rent expense of approximately $12,000 and $8,000 for the 
years ended December 31, 1996, and 1995, respectively.

11. 	FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK

Financial instruments that subject the Company to credit risk consist 
principally of accounts and notes receivable. The receivables are primarily 
from companies in extractive industries or from individual  oil and gas 
investors. These parties are primarily located in the Southwestern regions of
the United States.  No single receivable is considered to be sufficiently 
material as to constitute a concentration, except for a receivable from 
Future Acquisition 1995, Ltd. of $51,000 (see Note 3).  The Company does not
ordinarily require collateral for accounts receivable, but in the case of
receivables for joint operations, the Company often has the ability to 
offset amounts due against the participant's share of production from the 
related property. 

Management estimates the market values of notes receivable and payable based 
on expected cash flows and believes those market values approximate carrying
values at December 31, 1996.

12.	MAJOR CUSTOMERS

One oil purchaser accounted for approximately 25% of the Company's revenues 
in 1996 and two natural gas purchasers accounted for approximately 39% and 
16%, respectively, of the Company's revenues in 1995.

13.	SUBSEQUENT EVENT

In January 1997, the Company granted options to three officers (two
of which are also directors) to purchase a total of 70,000 shares for
$0.40 per share and 200,000 shares for $0.44 per share through the 
the year 2002.

In February 1997, the partnership referred to in Note 4 closed a purchase
on various interest percentages in 32 wells located in Moore County, Texas 
(Taylor properties).  The purchase price of the Taylor properties included 
$2,067,000 in cash from the limited partner, $100,000 in cash from
the Company, 180,000 shares of the Company's common stock to the seller and 
200,000 shares of the Company's common stock to the limited partner.


<PAGE>

FUTURE PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. FINANCIAL DATA FOR OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)

The following table sets forth certain information with respect to the oil 
and gas producing activities of the Company:

                                                       YEAR ENDED DECEMBER 31,
                                                       1996              1995
Costs incurred in oil and gas producing activities:

    Acquisition of proved properties                 $  56,000       $ 483,000 
    Acquisition of unproved properties                  44,000            -   
    Exploration cost                                      -            114,000 
    Development costs                                 256,000             -   
                                                    __________       _________
Total costs incurred                               $   356,000     $   597,000 



Net capitalized costs related to oil and gas producing activities:


    Proved properties                              $   653,000     $   382,000 
    Less accumulated depletion, depreciation, 
        amortization and impairment                    (111,000)        (40,000)
                                                   ____________      __________
    Net oil and gas property costs                 $   542,000     $   342,000 


15.	OIL AND GAS RESERVE DATA (UNAUDITED)

The following table, based on information prepared by independent petroleum 
engineers, summarizes changes in the estimates of the Company's net interest
in total proved reserves of crude oil and condensate and natural gas, all of
which are domestic reserves:

                                                  Oil                 Gas
                                                 (BBLS)              (MCF)

Balance January 1, 1995                          10,000            1,170,000 
Purchase of minerals in place                    86,000              573,000 
Revisions of estimates                           31,000            (89,000)
Conveyance of minerals in place to limited 
partnership                                     (11,000)            (350,000)
Production                                       (3,000)             (84,000)
                                                ________          ___________
Balance, December 31, 1995                      113,000            1,220,000 
Purchase of minerals in place                     5,000                 -       
Abandonment of minerals		                       	(3,000)	           (181,000)
Revisions of previous estimates                  (56,000)           (767,000)
Production                                       (7,000)             (29,000) 
                                                ________          ___________
Balance, December 31, 1996                       52,000             (243,00)

<PAGE>
FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The foregoing reserves are all classified as proved developed at 
December 31, 1996.  At December 31, 1995, 94,000 barrels of oil
and 1,000,000 mcf of gas were classified as proved developed.

Proved oil and gas reserves are the estimated quantities of crude
oil, condensate and natural gas which geological and engineering 
data demonstrate with reasonable certainty to be recoverable in 
future years from known reservoirs under existing economic and 
operating conditions.  Proved developed oil and gas reserves are 
reserves that can be expected to be recovered through existing wells 
with existing equipment and operating methods.  The above 
estimated net interests in  proved reserves are based upon subjective
 engineering judgments and may be affected by the limitations 
inherent in such estimation.  The process of estimating reserves
 is subject to continual revision as additional information becomes 
available as a result of drilling, testing, reservoir studies and 
production history.  There can be no assurance that such estimates 
will not be materially revised in subsequent periods.

16.	STANDARDIZED MEASURE OF CHANGES IN FUTURE NET REVENUES (UNAUDITED)

The standardized measure of discounted future net cash flows at December 31,
1996 and 1995 relating to proved oil and gas reserves is set forth below.  
The assumptions used to compute the standardized measure are those prescribed
by the Financial Accounting Standards Board and as such, do not necessarily 
reflect the Company's expectations of actual revenues to be derived from 
those reserves nor their present worth.  The limitations inherent in the 
reserve quantity estimation process are equally applicable to the standardized
measure computations since these estimates are the basis for the valuation 
process.
 

                                                      YEAR ENDED DECEMBER 31,
                                                       1996          1995

Future cash inflows                               $  2,038,000    $ 4,316,000  
Future production costs                             (1,022,000)    (2,535,000) 
Future income tax expense                              (48,000)      (302,000) 
Future net cash flows                                  968,000      1,479,000  
10% annual discount for estimated timing of cash 
flows                                                 (308,000)      (491,000) 
Standardized measure of discounted future net cash 
flows                                             $    660,000    $   988,000  




<PAGE>

FUTURE PETROLEUM CORPORATION

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		

Future net cash flows were computed using year-end prices and costs, and year
-end statutory tax rates (adjusted for permanent differences) that relate 
to existing proved oil and gas reserves at year-end.  The following are the
principal sources of change in the standardized measure of discounted future 
net cash	flows:


                                                       YEAR ENDED DECEMBER 31,
                                                       1996           1995

Sale of oil and gas produced, net of production
 costs                                             $   (37,000)     $   (25,000)
Purchase of minerals in place                           70,000         717,000 
Abandonment of minerals                                (82,000)           -
Net changes in prices and production costs            450,000        (133,000)
Conveyance of minerals in place to limited 
partnership                                              -           (286,000)
Revisions and other                                  (1,023,000)     (208,000)
Accretion of discount                                  99,000          97,000 
Net change in income taxes                            195,000        (146,000)
   Net change                                        (328,000)         16,000
Balance, beginning of year                            988,000         972,000
Balance, end of year                              $   660,000     $   988,000